Seitel Holdings, Inc. Restricted Stock Unit Award Agreement













Exhibit 10.2

 




 

 




SEITEL HOLDINGS, INC.




RESTRICTED STOCK UNIT AWARD
AGREEMENT



 

 

















((Date))













 



((Name))



((Address))


 









Dear ((Name)):


 









Pursuant to the Seitel Holdings, Inc. 2008 Restricted Stock
and Restricted Stock Unit Plan (the "Plan") (a copy of which is attached to
this letter as Exhibit I), the Plan's administrative committee (the
"Committee") hereby grants to you ((Units))  Restricted
Stock Units (the "Units"), subject to the terms and conditions described in
this letter.  Each Unit represents one share of Common Stock.




The Units are not actual shares of Common Stock, but a
promise to deliver actual shares of Common Stock in the future and are credited
to an unfunded bookkeeping account maintained by the Company.  The Units are
subject to the applicable terms and conditions of the Plan, the Securities
Holders Agreement and a joinder to the Securities Holders Agreement (which
shall be in a form reasonably satisfactory to the Company (the "Joinder") and
shall be executed and delivered by you in connection herewith), which are
incorporated herein by reference, and in the event of any contradiction,
distinction or difference between this letter and the terms of the Plan, the
Securities Holders Agreement or the Joinder, as applicable, the terms of the
Plan will control.  Unless otherwise indicated, all capitalized terms used
herein have the meanings set forth herein or in the Plan, as applicable.




Your Units will be fully vested on the date of grant and
will be delivered to you on the applicable "Payment Date," as defined below.  
 
 




Any dividends paid on the shares of Common Stock underlying
the Units, whether in stock or in cash, shall be applied to provide you with
the number of additional restricted stock units under the Plan as determined by
the Committee in its sole discretion.  Any additional restricted stock units so
provided shall be subject to the same terms and conditions as the Units. 
 
 




Payment of the Units will be made within 30 days after, but
in any event by the final day of the same calendar year as, the first to occur
of the following: (a) the termination of your employment with the Company and
all Subsidiaries for any reason, (b) the date of your death, (c) the date on
which you suffer a "Disability" (as defined in the Plan) or (d) a "Change in
Control" (as defined below) (as applicable, the "Payment Date").  The payment
of the Units on the Payment Date will be made in certificates for the number of
shares of Common Stock underlying the Units.    





On the Payment Date, you must make
appropriate arrangements with the Company concerning withholding of any taxes
that may be due with respect to your receipt of the shares of Common Stock.  As
promptly thereafter as possible, the Company will issue certificates for the
shares of Common Stock.  Additionally, on the date of grant, you must make
arrangements with the Company to satisfy any employment taxes that may be due
upon the grant and/or vesting of the Units.  



Except as set forth above, you will
have no shareholder rights with respect to the Units or the underlying shares
of Common Stock until the Payment Date.  The Committee may impose any
conditions on the Units as it deems necessary or advisable to ensure that all
rights granted under the Plan satisfy the requirements of applicable securities
laws.  The Company shall not be obligated to issue or deliver any shares of
Common Stock if such action violates any provision of any law or regulation of
any governmental authority or national securities exchange.      



The Committee may amend the terms
and conditions of this letter to the extent it deems appropriate to carry out
the terms of the Plan.  The construction and interpretation of any provision of
this letter or the Plan shall be final, binding and conclusive when made by the
Committee.     



For purposes of this letter, "Change
in Control" shall mean the occurrence of one of the following events:



           
(1)        Any one
person, or more than one person acting as a group, acquires ownership of stock
of the Company that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting
power of the stock of the Company.   



           
(2)        Any one
person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 40 percent of the total gross fair market
value of all of the assets of the Company immediately before such acquisition
or acquisitions.  For this purpose, the gross fair market value of any asset is
determined without regard to any liabilities associated with such asset.



           
(3)        A majority of
the members of the Board is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of
the Board before the date of the appointment or election.



Nothing in this Agreement shall
confer on you the right to continue in the employment of the Company or any of
its Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries to terminate your employment at any time and for any reason.



You should sign and return a copy of
this letter to ((Contact)).  Your acknowledgement must be returned
within ninety (90) days, otherwise, the Units will lapse and become null and
void.    

 






	
  
	Very
  truly yours,

  
	
  
	 

  
	
  
	SEITEL
  HOLDINGS, INC.

  
	

  

  
	

  

  
	

  

  

	

  

  
	

  

  
	

  

  

	
  
	By:

  	

  

  
	

  

  

	
  
	Name:

  	

  

  
	
  
	((Officer Name))

  
	
  
	Title:

  	

  

  
	
  
	((Title))

  
	

  

  
	

  

  
	

  

  

	

  

  

	
  
	ACKNOWLEDGED
  AND ACCEPTED

  
	

  

  
	

  

  
	

  

  

	

  

  
	

  

  
	

  

  

	
  
	By:

  	

  

  
	

  

  

	
  
	Name:

  	

  

  
	
  
	((Name))

  
	
  
	Dated: